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    SEC Form 10-Q filed by Dutch Bros Inc.

    5/6/26 5:17:37 PM ET
    $BROS
    Restaurants
    Consumer Discretionary
    Get the next $BROS alert in real time by email
    bros-20260331
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    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    ______________________________
    FORM 10-Q
    ______________________________
    (Mark One)
    ☒
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the Quarterly Period ended March 31, 2026
    OR
    ☐
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ________ to ________
    Commission file number 001-40798
    ______________________________
    DB Logo for ER-jpeg.jpg
    DUTCH BROS INC.
    (Exact name of Registrant as specified in its charter)
    ______________________________
    Delaware
    87-1041305
    (State or other jurisdiction of
    incorporation or organization)
    (I.R.S. Employer Identification No.)
    1930 W. Rio Salado Pkwy
    Tempe,
    Arizona

    85281
    (Address of Principal Executive Offices)
    (Zip Code)
    (877) 899-2767
    (Registrant's telephone number, including area code)
    ______________________________



    Securities registered pursuant to Section 12(b) of the Act:
    Title of Each Class
    Trading Symbol
    Name of Exchange on which Registered
    Class A Common Stock,
    par value $0.00001 per share
    BROS
    The New York Stock Exchange

    Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes x  No o
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes x   No o
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
    Large accelerated filer
    x
    Accelerated filer
    o
    Non-accelerated filer
    o
    Smaller reporting company
    o
    Emerging growth company
    o
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o  No  x
    As of April 30, 2026, the registrant’s outstanding shares of common stock were as follows:

    Class A common stock
    137,192,622 
    Class B common stock
    35,177,924 
    Class C common stock
    2,277,707 



    DUTCH BROS INC.
    QUARTERLY REPORT ON FORM 10-Q
    TABLE OF CONTENTS
    Page
    Glossary
    1
    Forward-Looking Statements
    2
    PART I
    FINANCIAL INFORMATION
    3
    ITEM 1.
    Financial Statements (Unaudited)
    3
    Condensed Consolidated Statements of Operations
    3
    Condensed Consolidated Statements of Comprehensive Income
    4
    Condensed Consolidated Balance Sheets
    5
    Condensed Consolidated Statements of Stockholders’ Equity
    6
    Condensed Consolidated Statements of Cash Flows
    8
    Notes to Condensed Consolidated Financial Statements
    10
    ITEM 2.
    Management’s Discussion and Analysis of Financial Condition and
    Results of Operations
    28
    ITEM 3.
    Quantitative and Qualitative Disclosures About Market Risk
    40
    ITEM 4.
    Controls and Procedures
    41
    PART II
    OTHER INFORMATION
    42
    ITEM 1.
    Legal Proceedings
    42
    ITEM 1A.
    Risk Factors
    42
    ITEM 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    42
    ITEM 3.
    Defaults Upon Senior Securities
    42
    ITEM 4.
    Mine Safety Disclosure
    42
    ITEM 5.
    Other Information
    43
    ITEM 6.
    Exhibits
    44
    SIGNATURES
    45


    GLOSSARY
    As used in this Quarterly Report on Form 10-Q (this Form 10-Q), the terms identified below have the meanings specified below unless otherwise noted or the context requires otherwise. References in this Form 10-Q to “Dutch Bros,” the “Company,” “we,” “us” and “our” refer to Dutch Bros Inc. and its consolidated subsidiaries unless the context indicates otherwise.
    Term
    Definition
    2022 Credit Facility
    Has the meaning set forth in NOTE 10 — Debt to the condensed consolidated financial statements, included elsewhere in this Form 10-Q
    2025 Credit Facility
    Has the meaning set forth in NOTE 10 — Debt to the condensed consolidated financial statements, included elsewhere in this Form 10-Q
    AOCI
    Accumulated Other Comprehensive Income
    ASC
    Accounting Standards Codification
    ASU
    Accounting Standards Update
    AUVAverage Unit Volume
    BPS or bps
    Basis points, which is used to express differences in rates. One basis point is the equivalent of 1/100 of one percent
    CEO
    Chief Executive Officer
    CODM
    Chief Operating Decision Maker
    Co-Founder
    Travis Boersma, our Executive Chairman and Co-Founder, and affiliated entities over which he maintains voting control
    Continuing MembersThe Co-Founder and the Sponsor
    Dutch Bros OpCoDutch Mafia, LLC, a Delaware limited liability company and direct subsidiary of Dutch Bros Inc.
    Dutch Bros Inc.
    A Delaware corporation, the Class A common stock of which is publicly traded on the New York Stock Exchange under the symbol “BROS”
    EBITDAR
    Earnings before interest, taxes, depreciation, amortization, and rent costs
    FASBFinancial Accounting Standards Board
    GAAPU.S. Generally Accepted Accounting Principles
    IPOInitial Public Offering
    N/A
    Not applicable
    N/M
    Not meaningful
    OpCo LLC Agreement
    The Fifth Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo
    OpCo Units
    Class A common units, Class B voting units and Class C voting units of Dutch Bros OpCo, each as further defined in the OpCo LLC Agreement, collectively
    PSU
    Performance Restricted Stock Units
    RSU
    Restricted Stock Units
    Same Shop Sales
    The estimated percentage change in year-over-year sales, for the comparable shop base, which we define as shops open for 15 complete months or longer as of the first day of the reporting period
    SECSecurities and Exchange Commission
    SOFR
    Secured Overnight Financing Rate
    Sponsor
    TSG Consumer Partners, L.P. and certain of its affiliates
    Tax Receivable Agreements (TRAs)
    The Tax Receivable Agreement (Exchanges) that Dutch Bros Inc. entered into with the Continuing Members and the Tax Receivable Agreement (Reorganization) that Dutch Bros Inc. entered into with TSG7 A AIV VI Holdings-A, L.P. and DG Coinvestor Blocker Aggregator, L.P. or their assignees or successors, in connection with the IPO
    Dutch Bros, our Windmill logo (TOC1a.jpg), Dutch Bros Blue Rebel, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names, and service marks appearing in this Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Form 10-Q may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 1

    Table of Contents
    Forward-Looking Statements
    Certain statements in this Form 10-Q, including those in the section titled “Management’s Discussion and Analysis,” that are not historical facts, including those regarding the impact of inflation, increased minimum wages, interest rate risk, and general macroeconomic conditions, including the conflicts in the Middle East, on our results of operations, supply chain, or liquidity, the potential impact of actions we have taken to mitigate the impact of unforeseen circumstances, taxes and tax rates, our expectations regarding the number of new shops we may open, anticipated future revenues and earnings, consumer demand, and our expectations to generate positive cash flow in the foreseeable future are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “should,” “target,” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These forward-looking statements are based on information available to us as of the date of this Form 10-Q, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q.
    You should read the following unaudited condensed consolidated financial statements and the related notes in this Form 10-Q together with our analysis and discussion of our financial condition and results of operations and other financial information included elsewhere in this Form 10-Q. You should also read our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 12, 2026 (2025 Form 10-K).
    While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect actual results. You should evaluate all forward-looking statements made in this report in the context of the factors that could cause outcomes to differ materially from expectations. These factors include, but are not limited to, those listed under the “Risk Factors” section of this Form 10-Q, and in our 2025 Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
    Website Disclosure
    We use our website as a distribution channel of material company information. Financial and other important information regarding our company is routinely posted on and accessible through our website at https://investors.dutchbros.com. In addition, you may automatically receive email alerts and other information about our company when you subscribe your email address by visiting the “Investor Email Alerts” section of our investor relations page at https://investors.dutchbros.com/resources. The information on our website is not incorporated herein or otherwise a part of this Form 10-Q.

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    PART I. FINANCIAL INFORMATION
    ITEM 1. FINANCIAL STATEMENTS
    DUTCH BROS INC.
    Condensed Consolidated Statements of Operations
    Three Months Ended March 31,
    (in thousands, except per share amounts; unaudited)20262025
    Revenues
    Company-operated shops$429,057 $326,421 
    Franchising and other35,355 28,731 
    Total revenues464,412 355,152 
    Costs and Expenses
    Cost of sales356,936 265,159 
    Selling, general and administrative73,176 58,921 
    Total costs and expenses430,112 324,080 
    Income from operations34,300 31,072 
    Other expense
    Interest expense, net(7,220)(7,115)
    Other expense, net(75)(18)
    Total other expense(7,295)(7,133)
    Income before income taxes27,005 23,939 
    Income tax expense3,341 1,459 
    Net income $23,664 $22,480 
    Less: Net income attributable to non-controlling interests
    7,567 7,127 
    Net income attributable to Dutch Bros Inc.
    $16,097 $15,353 
    Net income per share of Class A common stock:
    Basic$0.13 $0.13 
    Diluted$0.13 $0.13 
    Weighted-average shares of Class A common stock outstanding:
    Basic127,138 120,810 
    Diluted127,384 121,508 
    See accompanying notes to condensed consolidated financial statements.
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    DUTCH BROS INC.
    Condensed Consolidated Statements of Comprehensive Income
    Three Months Ended March 31,
    (in thousands; unaudited)20262025
    Net income $23,664 $22,480 
    Other comprehensive (income) loss:
    Unrealized income (loss) on derivative securities, effective portion, net of income tax expense (benefit) of $6 and $(93), respectively
    27 (349)
    Comprehensive income23,691 22,131 
    Less: comprehensive income attributable to non-controlling interests7,576 6,968 
    Comprehensive income attributable to Dutch Bros Inc.$16,115 $15,163 
    See accompanying notes to condensed consolidated financial statements.
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    DUTCH BROS INC.
    Condensed Consolidated Balance Sheets
    (in thousands, except per share amounts; unaudited)March 31,
    2026
    December 31,
    2025
    Assets
    Current assets:
    Cash and cash equivalents$263,517 $269,404 
    Accounts receivable, net18,766 18,387 
    Inventories, net37,392 48,917 
    Prepaid expenses and other current assets20,820 20,670 
    Total current assets340,495 357,378 
    Property and equipment, net862,089 824,502 
    Lease right-of-use assets, net935,386 855,339 
    Deferred income tax assets, net943,396 946,571 
    Other long-term assets23,928 25,524 
    Total assets$3,105,294 $3,009,314 
    Liabilities and Equity
    Current liabilities:
    Accounts payable$41,688 $37,625 
    Other current liabilities100,219 99,173 
    Deferred revenue56,519 55,658 
    Current portion of tax receivable agreements liability13,718 7,696 
    Current portion of lease liabilities39,160 36,466 
    Current portion of long-term debt3,883 3,881 
    Total current liabilities255,187 240,499 
    Deferred revenue, net of current portion5,849 8,918 
    Lease liabilities, net of current portion921,876 852,380 
    Long-term debt, net of current portion195,447 196,295 
    Tax receivable agreements liability, net of current portion806,410 813,353 
    Total liabilities2,184,769 2,111,445 
    Commitments and contingencies (Note 16)
    Preferred stock, $0.00001 par value per share - 20,000 shares authorized; zero shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
    — — 
    Class A common stock, $0.00001 par value per share - 400,000 shares authorized; 127,293 and 127,054 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
    1 1 
    Class B common stock, $0.00001 par value per share - 144,000 shares authorized; 35,211 and 35,211 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
    — — 
    Class C common stock, $0.00001 par value per share - 105,000 shares authorized; 2,280 and 2,280 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
    — — 
    Additional paid-in capital580,773 581,261 
    Accumulated other comprehensive income66 48 
    Retained earnings 115,605 99,508 
    Total stockholders' equity attributable to Dutch Bros Inc.696,445 680,818 
    Non-controlling interests224,080 217,051 
    Total equity920,525 897,869 
    Total liabilities and equity$3,105,294 $3,009,314 
    See accompanying notes to condensed consolidated financial statements.
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    DUTCH BROS INC.
    Condensed Consolidated Statements of Stockholders’ Equity
    Three Months Ended March 31, 2026
    Dutch Bros Inc. Stockholders’ Equity
    Class A
    Common Stock
    Class B
    Common Stock
    Class C
    Common Stock
    (in thousands; unaudited)
    SharesAmountSharesAmountSharesAmountAdditional Paid-in-CapitalAccumulated Other Comprehensive Income
    Retained Earnings
    Non-Controlling InterestsTotal Equity
    Balance, December 31, 2025127,054 $1 35,211 $— 2,280 $— $581,261 $48 $99,508 $217,051 $897,869 
    Net income— — — — — — — — 16,097 7,567 23,664 
    Unrealized gain on derivative securities, effective portion, net of income tax expense of $6
    — — — — — — — 18 — 9 27 
    Equity-based compensation expense— — — — — — 3,779 — — 1,499 5,278 
    Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax withholding obligations239 — — — — — (4,421)— — (1,756)(6,177)
    Effect of equity transactions of Dutch Bros OpCo Class A common units— — — — — — 290 — — (290)— 
    Impacts of Tax Receivable Agreements— — — — — — (136)— — — (136)
    Balance, March 31, 2026127,293 $1 35,211 $— 2,280 $— $580,773 $66 $115,605 $224,080 $920,525 

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    DUTCH BROS INC.
    Condensed Consolidated Statements of Stockholders’ Equity (continued)

    Three Months Ended March 31, 2025
     
    Dutch Bros Inc. Stockholders’ Equity
    Class A
    Common Stock
    Class B
    Common Stock
    Class C
    Common Stock
    (in thousands; unaudited)
    SharesAmountSharesAmountSharesAmountAdditional Paid-in-CapitalAccumulated Other Comprehensive Income
    Retained Earnings (Accumulated Deficit)
    Non-Controlling Interests
    Total Equity
    Balance, December 31, 2024115,432 $1 35,227 $— 3,545 $— $517,074 $628 $19,666 $226,496 $763,865 
    Net income
    — — — — — — — — 15,353 7,127 22,480 
    Unrealized loss on derivative securities, effective portion, net of income tax benefit of $93
    — — — — — — (96)(190)— (159)(445)
    Equity-based compensation expense
    — — — — — — 2,900 — — 1,294 4,194 
    Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax withholding obligations295 — — — — — (7,771)— — (3,247)(11,018)
    Issuance of Class A common stock in exchange for surrender and conversion of Dutch Bros OpCo Class A common units for surrender and cancellation of Class C common stock, pursuant to exchange transactions
    9,447 — — — (1,197)— — — — — — 
    Effect of equity transactions of Dutch Bros OpCo Class A common units— — — — — — 34,267 — — (34,267)— 
    Impacts of Tax Receivable Agreements— — — — — — 17,226 — — — 17,226 
    Reverse Split transaction pursuant to OpCo Recapitalization— — (16)— (1)— — — — — — 
    Balance, March 31, 2025125,174 $1 35,211 $— 2,347 $— $563,600 $438 $35,019 $197,244 $796,302 
    See accompanying notes to condensed consolidated financial statements.
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    DUTCH BROS INC.
    Condensed Consolidated Statements of Cash Flows
    Three Months Ended March 31,
    (in thousands; unaudited)20262025
    Cash flows from operating activities:
    Net income $23,664 $22,480 
    Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization38,255 26,430 
    Non-cash interest expense124 278 
    Loss on disposal of assets96 58 
    Equity-based compensation5,278 4,194 
    Deferred income taxes3,034 985 
    Non-cash operating lease cost6,607 4,635 
    Changes in operating assets and liabilities, net of acquisition:
    Accounts receivable, net(379)(1,037)
    Inventories, net11,525 (1,737)
    Prepaid expenses and other current assets(81)792 
    Other long-term assets1,346 (2,240)
    Accounts payable2,134 (1,026)
    Other current liabilities(3,664)(11,140)
    Deferred revenue(2,047)(3,187)
    Operating lease liabilities(1,168)(2,601)
    Net cash provided by operating activities84,724 36,884 
    Cash flows from investing activities:
    Purchases of property and equipment(57,000)(45,551)
    Proceeds from disposal of property and equipment— 23 
    Acquisition of assets(19,805)— 
    Net cash used in investing activities(76,805)(45,528)
    Cash flows from financing activities:
    Payments on finance lease liabilities(5,739)(3,400)
    Proceeds from long-term debt— 50,000 
    Payments on long-term debt(969)(3,780)
    Tax withholding payments upon vesting of equity awards(6,177)(11,018)
    Payments under tax receivable agreements(921)(71)
    Net cash provided by (used in) financing activities(13,806)31,731 
    Net increase (decrease) in cash and cash equivalents(5,887)23,087 
    Cash and cash equivalents, beginning of period269,404 293,354 
    Cash and cash equivalents, end of period$263,517 $316,441 

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    DUTCH BROS INC.
    Condensed Consolidated Statements of Cash Flows (continued)
    Three Months Ended March 31,
    (in thousands; unaudited)20262025
    Supplemental disclosure of cash flow information
    Interest paid$9,151 $9,823 
    Income taxes paid159 183 
    Supplemental disclosure of noncash investing and financing activities
    Additions of property and equipment recorded as liabilities as of end of period16,223 9,778 
    See accompanying notes to condensed consolidated financial statements.
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    DUTCH BROS INC.
    Index for Notes to Condensed Consolidated Financial Statements
    NotePage
    NOTE 1 — Organization and Background
    11
    NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies
    11
    NOTE 3 — Revenue Recognition
    12
    NOTE 4 — Organization Realignment and Restructurings
    13
    NOTE 5 — Acquisitions
    14
    NOTE 6 — Supplemental Financial Information
    14
    NOTE 7 — Property and Equipment
    15
    NOTE 8 — Other Long-Term Assets
    15
    NOTE 9 — Leases
    16
    NOTE 10 — Debt
    17
    NOTE 11 — Derivative Financial Instrument
    18
    NOTE 12 — Income Taxes
    19
    NOTE 13 — Equity-Based Compensation
    20
    NOTE 14 — Non-Controlling Interests
    22
    NOTE 15 — Income Per Share
    23
    NOTE 16 — Commitments and Contingencies
    25
    NOTE 17 — Related Party Transactions
    26
    NOTE 18 — Segment Reporting
    26
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    DUTCH BROS INC.
    Notes to Condensed Consolidated Financial Statements (Unaudited)
    NOTE 1 — Organization and Background
    Business
    Dutch Bros Inc., a Delaware corporation, together with its subsidiaries (the Company, we, us, or our, collectively) operates and franchises drive-thru shops as well as sells and distributes coffee, coffee-related products, and accessories. As of March 31, 2026, there were 1,177 shops in operation in 25 U.S. states, of which 844 were company-operated and 333 were franchised.
    Organization
    Dutch Bros Inc. is the sole managing member of Dutch Bros OpCo and operates and controls all of the business and affairs of Dutch Bros OpCo. As a result, Dutch Bros Inc. consolidates the financial results of Dutch Bros OpCo and reports a non-controlling interest representing the economic interest in Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Company’s fiscal year end is December 31. As of March 31, 2026, Dutch Bros Inc. held 100.0% of the voting interest and 71.6% of the economic interest of Dutch Bros OpCo. The Continuing Members held no voting interest and the remaining 28.4% of the economic interest of Dutch Bros OpCo.
    NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies
    Financial Statements Presentation
    Our condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC, consistent in all material respects with those applied in the 2025 Form 10-K and as updated by this Form 10-Q.
    We have made estimates and judgments affecting the amounts reported in its condensed consolidated financial statements and the accompanying notes. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could differ from those estimates. This report should be read in conjunction with the consolidated financial statements in the 2025 Form 10-K that includes additional information on accounting estimates, policies, and the methods and assumptions used in its estimates.
    In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly our consolidated financial statements for the periods presented. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.
    Significant Accounting Policies Updates
    There have been no material updates to our significant accounting policies during the three months ended March 31, 2026 from those previously reported in the 2025 Form 10-K.
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    Recently Issued Accounting Standards
    In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The intent of this ASU is to address businesses’ shift from using prescriptive and sequential software development methods to using incremental and iterative development methods. The amendments in this ASU remove all references to prescriptive and sequential software development stages, and also provides criteria for when an entity is required to start capitalizing software costs. ASU 2025-06 is effective for all entities' annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods using a prospective transition, modified transition or retrospective transition approach. Early adoption is permitted as of the beginning of an annual reporting period. We are currently assessing potential impacts of this standard on our business processes and future disclosures.
    In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The intent of this ASU is to improve public entity financial footnote disclosures around types of expenses in commonly presented expense categories (i.e., cost of sales; selling, general, and administrative expense; and research and development expense). The amendments in this ASU do not change or remove current expense disclosure requirements, but rather 1) impact where this information appears in the notes to the consolidated financial statements and 2) add additional disclosure requirements for certain expense line items appearing on the face of our consolidated statements of operations. ASU 2024-03, as amended, is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing potential impacts of this standard on our business processes and future disclosures.
    NOTE 3 — Revenue Recognition
    Revenue
    The following table disaggregates revenue by major component:
    Three Months Ended March 31,
    (in thousands)20262025
    Company-operated shops$429,057 $326,421 
    Franchising33,956 27,091 
    Other1,399 1,640 
    Total revenues$464,412 $355,152 
    Deferred Revenue
    Components of our deferred revenue liability are as follows:
    (in thousands)March 31, 2026December 31, 2025
    Gift card and loyalty programs
    $59,706 $62,014 
    Initial unearned franchise fees1
    2,662 2,562 
    Total deferred revenue$62,368 $64,576 
    _______________
    1 Initial and other deferred franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.
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    Deferred revenue activity was as follows:
    Three Months Ended March 31,
    (in thousands)20262025
    Beginning balance$64,576 $50,883 
    Revenue deferred 1
    199,957 126,012 
    Revenue recognized 2
    (202,851)(129,253)
    Other deferred revenue, net 686 54 
    Ending balance62,368 47,696 
    Less: current portion(56,519)(39,711)
    Deferred revenue, net of current portion$5,849 $7,985 
    _______________
    1 Revenue deferred includes gift card activations, loyalty app cash loads and loyalty points and rewards earned.
    2 Revenue recognized includes redemptions of gift cards, loyalty app cash loads and rewards, as well as expirations.
    Revenue recognized during the three months ended March 31, 2026, and 2025 that was included in the deferred revenue liability balances at the beginning of the period, are shown below.
    Three Months Ended March 31,
    (in thousands)20262025
    Gift card redemptions 1
    $5,562 $5,092 
    _____________________
    1    Amounts exclude cash loads and transactions related to our loyalty rewards program.
    NOTE 4 — Organization Realignment and Restructurings
    On January 29, 2024, our Board of Directors approved an organizational realignment and restructuring plan to expand support operations at our Phoenix, Arizona office. As part of this large-scale initiative, we relocated certain support center staff from our Grants Pass, Oregon headquarters to the Phoenix office. As of March 31, 2025, this initiative was substantially complete, including the build-out and move into our new Phoenix office location. We incurred total aggregate charges of approximately $19.1 million related to this initiative, consisting of (i) approximately $16.6 million in employee-related costs, including relocation, retention and transition costs, termination benefits, and duplicate transition wages and benefits; and (ii) approximately $2.5 million in other costs, including the donation of a building, consulting fees, and duplicate rent. Substantially all of the charges have resulted in current or expected future cash expenditures.
    On May 13, 2025, our Board of Directors approved the plan for an additional restructuring program, primarily related to the relocation and streamlining of our remaining back-office operations from our former Grants Pass, Oregon headquarters to our newly-designated Phoenix office corporate headquarters. Affected employees were either offered an opportunity to relocate and continue employment in the Phoenix office or were offered a severance package. As of March 31, 2026, this initiative was substantially complete. We have incurred approximately $8.6 million in charges for this program consisting of (i) employee-related costs, including relocation, retention and transition costs, termination benefits, and duplicate transition wages and benefits; and (ii) other costs, including consulting fees.
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    During the three months ended March 31, 2026 and 2025, we recorded restructuring charges for employee-related and other costs in selling, general and administrative expenses on the condensed consolidated statements of operations as follows:
    Three Months Ended March 31,
    (in thousands)20262025
    Relocation and travel costs
    $697 $531 
    Termination benefits
    717 478 
    Total employee-related costs
    1,414 1,009 
    Duplicate rent
    — 244 
    Consulting
    201 (25)
    Total other costs201 219 
    Total restructuring costs incurred$1,615 $1,228 
    As of March 31, 2026 and 2025, the accruals for corporate restructuring costs are included in accounts payable, and other current liabilities on the condensed consolidated balance sheets. The following table summarizes the activity for the restructuring liabilities during the three months ended March 31, 2026:
    (in thousands)December 31, 2025Charges
    Cash Payments
    March 31, 2026
    Relocation and travel costs
    $168 $697 $(786)$79 
    Termination benefits
    1,947 717 (1,225)1,439 
    Total employee-related costs2,115 1,414 (2,011)1,518 
    Consulting
    9 201 (158)52 
    Totals$2,124 $1,615 $(2,169)$1,570 
    NOTE 5 — Acquisitions
    Asset Acquisition
    On January 23, 2026, we purchased certain assets of Clutch Coffee, primarily consisting of leasehold interests for $19.8 million in cash. Clutch Coffee was a regional drive-thru chain with 22 locations operating or under construction in North Carolina and South Carolina. This acquisition was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations, with the purchase price and transaction costs allocated to the assets acquired based on their relative fair value as of the acquisition date. We are in the process of converting 20 of these acquired locations to Dutch Bros-branded company-operated shops.
    NOTE 6 — Supplemental Financial Information
    Inventories
    Inventories, net consisted of the following:
    (in thousands)March 31, 2026December 31, 2025
    Raw materials$15,830 $25,516 
    Finished goods21,562 23,401 
    Total inventories$37,392 $48,917 

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    Other current liabilities
    Other current liabilities consisted of the following:
    (in thousands)March 31, 2026December 31, 2025
    Accrued compensation and benefits
    $42,435 $50,314 
    Sales, use and property taxes payable
    13,413 15,354 
    Other accrued liabilities
    44,371 33,505 
    Other current liabilities
    $100,219 $99,173 
    NOTE 7 — Property and Equipment
    Property and equipment, net consisted of the following:
    (dollars in thousands)
    March 31, 2026December 31, 2025
    Software$15,537 $14,630 
    Equipment and fixtures330,710 305,116 
    Buildings and leasehold improvements708,935 684,322 
    Land7,022 7,022 
    Construction-in-progress 1
    91,127 75,225 
    Property and equipment, gross1,153,331 1,086,315 
    Less: accumulated depreciation(291,242)(261,813)
    Property and equipment, net$862,089 $824,502 
    _______________
    1    Construction-in-progress primarily consisted of construction and equipment costs for new and existing shops.
    Depreciation expense included in our condensed consolidated statements of operations was as follows:
    Three Months Ended March 31,
    (in thousands)20262025
    Cost of sales$29,157 $18,965 
    Selling, general, and administrative
    1,430 387 
    Total depreciation expense$30,587 $19,352 
    NOTE 8 — Other Long-Term Assets
    The details of other long-term assets were as follows:
    (dollars in thousands)
    March 31, 2026December 31, 2025
    Reacquired franchise rights1
    $27,049 $27,049 
    Less: accumulated amortization(25,753)(25,539)
    Reacquired franchise rights, net
    $1,296 $1,510 
    Goodwill
    21,629 21,629 
    Other
    1,003 2,385 
    Total other long-term assets, net$23,928 $25,524 
    _______________
    1 Weighted-average amortization periods (in years) were approximately 2.9 and 3.0 for the three months ended March 31, 2026 and 2025, respectively.
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    Amortization expense of reacquired franchise rights included in our condensed consolidated statements of operations was as follows:
    Three Months Ended March 31,
    (in thousands)20262025
    Cost of sales$214 $503 
    NOTE 9 — Leases
    A summary of finance and operating lease right-of-use assets and lease liabilities as of March 31, 2026 and December 31, 2025 is as follows:
    (in thousands)Balance Sheet ClassificationMarch 31, 2026December 31, 2025
    Right-of-use assets 1
    Finance leases$399,729 $406,381 
    Operating leases535,657 448,958 
    Lease right-of-use assets, net$935,386 $855,339 
    Lease liabilities 1
    Current lease liabilities
    Finance leases$15,989 $17,298 
    Operating leases23,171 19,168 
    Current portion of lease liabilities$39,160 $36,466 
    Non-current lease liabilities
    Finance leases$398,898 $402,697 
    Operating leases522,978 449,683 
    Lease liabilities, net of current portion$921,876 $852,380 
    Total lease liabilities $961,036 $888,846 
    _______________
    1 Lease right-of-use assets, net and lease liabilities increased $32.5 million and $21.2 million, respectively, due to the Clutch Coffee asset acquisition.
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    The components of lease costs, excluding short-term lease costs and sublease income (both immaterial for the periods presented), were as follows:
    Statements of Operations Classification
    Three Months Ended March 31,
    (in thousands)20262025
    Finance lease costs
    Amortization of right-of-use assetsCost of sales$7,454 $6,560 
    Amortization of right-of-use assets
    Selling, general, and administrative
    — 15 
    Interest on lease liabilitiesInterest expense6,177 5,609 
    Total finance lease costs13,631 12,184 
    Operating lease costs
    Lease expensesCost of sales13,553 8,663 
    Lease expenses
    Selling, general, and administrative
    693 700 
    Total operating lease costs14,246 9,363 
    Variable lease costsCost of sales2,761 2,115 
    Total lease costs$30,638 $23,662 
    Supplemental cash flow information related to leases is as follows for the periods presented:
    Three Months Ended March 31,
    (in thousands)20262025
    Cash paid for amounts included in the measurement of lease liabilities
    Operating cash flows from finance leases$6,177 $5,609 
    Operating cash flows from operating leases8,807 7,330 
    Financing cash flows from finance leases5,739 3,400 
    Right-of-use assets obtained in exchange for lease obligations
    Finance leases630 9,145 
    Operating leases78,467 28,855 
    NOTE 10 — Debt
    Credit Facility
    On May 29, 2025 (the Effective Date), we amended and restated our existing $650 million senior secured credit facility with JPMorgan Chase Bank, N.A. The 2025 Credit Facility consists of a $500 million revolving credit facility and a term loan facility of up to $150 million. The 2025 Credit Facility also includes sublimits for letters of credit and swingline loans of up to $100 million and $20 million, respectively. The 2025 Credit Facility expires on May 29, 2030. Interest on borrowings under the 2025 Credit Facility is based on (i) the Alternate Base Rate plus an applicable margin, or (ii) the Term SOFR Rate plus an applicable margin (each as defined in the 2025 Credit Facility).
    We are required to pay a commitment fee on a quarterly basis, at a per annum rate of between 0.20% and 0.45%, depending on the Net Lease-Adjusted Total Leverage Ratio (as defined in the 2025 Credit Facility), based on the average daily unused portion of the revolving credit facility. These fees are recorded as interest expense on our condensed consolidated statements of operations.
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    The 2025 Credit Facility contains financial covenants that require us to not exceed a maximum Net Lease-Adjusted Total Leverage Ratio and maintain a minimum Coverage Ratio (as defined in the 2025 Credit Facility). The 2025 Credit Facility also contains certain negative covenants that, among other things, restrict our ability to incur additional debt, grant liens on assets, merge with or acquire other companies, make other investments, dispose of assets, and make restricted payments. Obligations under the 2025 Credit Facility are guaranteed by Dutch Bros OpCo and its subsidiaries, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.
    As of March 31, 2026, $50.0 million was outstanding on our revolving credit facility, and $434.0 million was available for borrowing, net of $16.0 million in letters of credit, and $147.2 million of principal was outstanding on the term loan facility. The revolving loan and term loan both bear interest at approximately 4.92% as of March 31, 2026, excluding any impacts from our interest rate swap. We were in compliance with our financial covenants as of that date.
    Long-Term Debt
    Our long-term debt consisted of the following for the periods presented:
    (in thousands)March 31, 2026December 31, 2025
    Term loan under credit facility
    $147,188 $148,125 
    Revolving loan under credit facility
    50,000 50,000 
    Finance obligations1
    4,155 4,162 
    Unsecured note payable144 176 
    Total debt201,487 202,463 
    Less: loan origination fees(2,157)(2,287)
    Less: current portion(3,883)(3,881)
    Total long-term debt, net of current portion$195,447 $196,295 
    _______________
    1    Represents failed sale-leaseback arrangements, and also in 2025, a consideration payable associated with acquired leases.
    Future annual maturities of long-term debt as of March 31, 2026 are as follows:
    (in thousands)
    Remainder of 2026

    $2,911 
    2027

    5,670 
    2028

    7,500 
    2029

    11,250 
    2030170,000 
    Thereafter

    4,156 
    Total$201,487 
    NOTE 11 — Derivative Financial Instrument
    We have a receive-variable (Receive Leg), pay-fixed (Pay Leg) interest rate swap with JPMorgan Chase Bank, N.A. As of March 31, 2026, the interest rate swap had a notional amount of approximately $57.8 million and hedges interest rate risk on the term loan under the 2025 Credit Facility. The interest rate swap matures on February 28, 2027, and has a fixed rate of 2.67% per annum for the Pay Leg. The variable rate on the Receive Leg of the interest rate swap is the one-month adjusted term SOFR plus an applicable margin. As of March 31, 2026, the one-month adjusted term SOFR was 3.67%.
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    Our interest rate swap has been designated as a cash flow hedge, and as such, we record the change in fair value for the effective portion of the interest rate swap in AOCI rather than in current period earnings until the underlying hedged transaction affects earnings. As of March 31, 2026, we expect to reclassify a gain of approximately $0.5 million from AOCI to earnings within the next twelve months.
    Designated as a Level 2 instrument within the fair value hierarchy, the fair value and effect of the derivative instrument included in our condensed consolidated financial statements was as follows:
    (in thousands)
    Balance Sheets Classification
    March 31, 2026December 31, 2025
    Derivative instrument designated as cash flow hedge
    Interest rate swap contractPrepaid expenses and other current assets$535 $466 
    Interest rate swap contractOther long-term assets— 36 
    Total derivative instrument designated as cash flow hedge$535 $502 
    Three Months Ended March 31,
    (in thousands)Financial Statements Classification20262025
    Derivative instrument designated as cash flow hedge
    Income (loss) recognized in other comprehensive income before reclassifications
    Statements of Comprehensive Income
    $198 $(160)
    Reclassification from accumulated other comprehensive income to earnings for the effective portion
    Statements of Operations - Interest expense, net
    (165)(282)
    Income tax benefit (expense)
    Statements of Comprehensive Income
    (6)93 
    NOTE 12 — Income Taxes
     Three Months Ended March 31,
    (dollars in thousands)20262025
    Income tax expense$3,341 $1,459 
    Effective tax rate12.4 %6.1 %
    The effective tax rate for the quarter ended March 31, 2026, was 12.4%, which reflects the US federal statutory rate of 21% on pre-tax income, increased by the impact of state income taxes and offset by the tax benefits of federal tax credits and income attributable to non-controlling interests. The increase in the effective tax rate from 6.1% in the same period in 2025 is primarily due to a decrease in the benefit from stock compensation in 2026 compared to 2025.
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    Tax Receivable Agreements
    In connection with our IPO, we executed two TRAs which require payment to certain Dutch Bros OpCo owners of 85% of the income tax benefits, if any, that we actually realize or in some cases is deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs.
    The TRAs-related liabilities are classified on our condensed consolidated balance sheets as current or non-current based on the expected date of payment under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively.
    As of March 31, 2026, our total TRAs-related liabilities were $820.1 million. The changes related to these liabilities were as follows:
    (in thousands)March 31, 2026December 31, 2025
    Beginning balance$821,049 $627,834 
    Additions (reductions) to TRAs:
    Exchange of Dutch Bros OpCo Class A common units for Class A common stock— 202,680 
    Payments under TRA
    (921)(4,698)
    TRAs remeasurements 1
    — (4,767)
    Ending balance$820,128 $821,049 
    Less: current portion(13,718)(7,696)
    TRAs liability, net of current portion$806,410 $813,353 
    _________________
    1 Impact primarily related to state tax rates and adjustments from previous estimates upon finalization of the tax attributes subject to the TRAs.
    NOTE 13 — Equity-Based Compensation
    Restricted Stock Units
    RSU activity was as follows:
    (in thousands, except per share amounts)Restricted Stock UnitsWeighted-average grant date fair value per share
    Balance, December 31, 2025842 $46.55 
    New grants567 53.61 
    Vested(356)40.38 
    Forfeitures(38)53.59 
    Balance, March 31, 20261,015 $52.40 
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    Performance Restricted Stock Units
    We estimate the fair value of PSUs using a Monte Carlo simulation model at the grant date. The estimated grant date fair value of PSUs issued during the three months ended March 31, 2026 and 2025 of $78.80 and $132.96, respectively, were derived from inputs and assumptions utilized in the valuation model as follows:
    Three Months Ended March 31,
    20262025
    Grant date stock price
    $53.61 $82.03 
    Beginning average price1
    $55.69 $67.71 
    Risk-free interest rate
    3.3 %4.2 %
    Volatility
    53.8 %63.1 %
    _________________
    1 Beginning average price is calculated as the volume-weighted average daily closing stock price over the 30 trading days preceding the start of the PSU performance period.
    PSU activity was as follows:
    (in thousands, except per share amounts)Performance - Based Stock UnitsWeighted-average grant date fair value per share
    Balance, December 31, 202555 $132.96 
    New grants134 78.80 
    Forfeitures(2)132.96 
    Balance, March 31, 2026187 $94.10 
    Total release date fair value of vested equity awards for three months ended March 31, 2026 and 2025 are presented below:
    Three Months Ended March 31,
    (in thousands, except per share amounts)20262025
    Awards/unitsW/A vest date fair valueAwards/unitsW/A vest date fair value
    RSUs18,741 $52.69 34,297 $79.01 
    Equity-Based Compensation
    Equity-based compensation expense is recognized on a straight-line basis and is included in our condensed consolidated statements of operations as follows:
    Three Months Ended March 31,
    (in thousands)20262025
    Cost of sales$659 $400 
    Selling, general, and administrative expenses4,619 3,794 
    Total stock-based compensation expense
    $5,278 $4,194 
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    As of March 31, 2026, total unrecognized stock-based compensation related to unvested RSUs and PSUs was $63.9 million, which will be recognized as follows:
    (in thousands)
    Remainder of 2026$21,418 
    202723,736 
    202816,118 
    20292,676 
    Total unrecognized stock-based compensation$63,948 
    NOTE 14 — Non-Controlling Interests
    Dutch Bros Inc. is the sole managing member of Dutch Bros OpCo, and, as a result, consolidates the financial results of Dutch Bros OpCo. We report a non-controlling interest representing the economic interest in the Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The OpCo LLC Agreement provides that holders of Dutch Bros OpCo Class A common units may, from time to time, require Dutch Bros OpCo to redeem all or a portion of their Dutch Bros OpCo Class A common units for newly issued shares of Class A common stock on a one-for-one basis. In connection with any redemption or exchange, Dutch Bros Inc. will receive a corresponding number of Dutch Bros OpCo Class A common units, increasing Dutch Bros Inc.’s total ownership in Dutch Bros OpCo. Changes in Dutch Bros Inc.’s ownership in Dutch Bros OpCo, while Dutch Bros Inc. retains its controlling interest in Dutch Bros OpCo, will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Dutch Bros OpCo Class A common units by the other members of Dutch Bros OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in-capital.
    The following table summarizes the ownership interest in Dutch Bros OpCo:
    March 31, 2026
    (units in thousands)
    OpCo UnitsOwnership %
    Dutch Bros OpCo Class A common units held by Dutch Bros Inc.
    127,293 71.6 %
    Dutch Bros OpCo Class A common units held by non-controlling interest holders1
    50,481 28.4 %
    Total Dutch Bros OpCo Class A common units outstanding177,773 100.0 %
    _______________
    1 Non-controlling interest ownership includes approximately 13 million Class A common units that were decoupled from Class B common stock; these units can be converted on a one-for-one basis to Class A common stock.
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    The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on our equity for the periods presented:
    Three Months Ended March 31,
    (in thousands)20262025
    Net income attributable to Dutch Bros Inc.$16,097 $15,353 
    Other comprehensive income (loss):
    Unrealized gain (loss) on derivative securities, effective portion, net of income tax impacts
    18 (190)
    Additional paid-in capital:
    Increase as a result of equity-based compensation
    3,779 2,900 
    Decrease as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax
    (4,421)(7,771)
    Increase as a result of the acquisition of Dutch Bros OpCo Class A common units
    290 34,267 
    Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc.$15,763 $44,559 
    The weighted-average ownership percentage for the applicable reporting period is used to attribute net income to Dutch Bros Inc. and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership percentage were as follows for the periods presented:
    Three Months Ended March 31,
    20262025
    Weighted-average ownership percentage of non-controlling interest holders
    28.4 %31.9 %
    NOTE 15 — Income Per Share
    The following tables set forth the numerators and denominators used to compute basic and diluted net income per share of Class A common stock for the periods presented:
    Three Months Ended March 31,
    (in thousands)20262025
    Net income attributable to Dutch Bros Inc.
    Net income $23,664 $22,480 
    Less: Net income attributable to non-controlling interests
    7,567 7,127 
    Net income attributable to Dutch Bros Inc.
    $16,097 $15,353 
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    Three Months Ended March 31,
    (in thousands, except per share amounts)20262025
    Basic net income per share attributable to common stockholders
    Numerator:
    Net income attributable to Dutch Bros Inc.
    $16,097 $15,353 
    Denominator:
    Weighted-average number of shares of Class A common stock outstanding - basic 127,138 120,810 
    Basic net income per share attributable to common stockholders$0.13 $0.13 

    Three Months Ended March 31,
    (in thousands, except per share amounts)20262025
    Diluted net income per share attributable to common stockholders
    Numerator:
    Undistributed net income for basic computation$16,097 $15,353 
    Increase in net income attributable to common stockholders upon conversion of potentially dilutive instruments10 28 
    Allocation of undistributed net income $16,107 $15,381 
    Denominator:
    Number of shares used in basic computation127,138 120,810 
    Add: weighted-average effect of dilutive securities
    RSUs246 698 
    Weighted-average number of shares of Class A common stock outstanding used to calculate diluted net income per share127,384 121,508 
    Diluted net income per share attributable to common stockholders$0.13 $0.13 

    The following Class A common stock equivalents were excluded from diluted net income per share in the periods presented because they were anti-dilutive:
    Three Months Ended March 31,
    (in thousands)
    20262025
    RSUs222 100 
    PSUs77 43 
    Total anti-dilutive securities299 143 
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    NOTE 16 — Commitments and Contingencies
    Purchase Obligations
    We enter into fixed-price and price-to-be-fixed green coffee purchase commitments. For both fixed-price and price-to-be-fixed purchase commitments, we expect to take delivery of green coffee and to utilize the coffee in a reasonable period of time in the ordinary course of business. Such contracts are used for the normal purchases of green coffee and not for speculative purposes. We do not enter into futures contracts or other derivative instruments related to our green coffee purchase commitments.
    Guarantees
    We periodically provide guarantees to franchise partners for lease payments. As of March 31, 2026 and December 31, 2025, we had guaranteed approximately $7.7 million and $7.8 million, respectively, in franchise partners’ lease payments and have not established a liability for these guarantees as any liability arising from the guarantees is not material to the condensed consolidated financial statements.
    Legal Proceedings
    The Company is a party to routine legal actions arising in the ordinary course of and incidental to its business. These claims, legal proceedings, and litigation principally arise from alleged casualty, employment, and other disputes.
    In determining loss contingencies, the Company considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated.
    Because litigation is inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. When evaluating litigation contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, developments in legislation or regulations that affect the validity of certain claims and defenses, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter.
    Any claim, proceeding, or litigation has an element of uncertainty, and an unfavorable outcome may have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
    Liabilities Under Tax Receivable Agreements
    Under the TRAs, Dutch Bros Inc. is contractually committed to pay the non-controlling interest holders 85% of the amount of any tax benefits that Dutch Bros Inc. actually realizes, or in some cases is deemed to realize, as a result of certain transactions. As of March 31, 2026, Dutch Bros Inc. recognized $820.1 million of liabilities related to its obligations under the TRAs. Refer to NOTE 12 — Income Taxes for additional information.
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    NOTE 17 — Related Party Transactions
    Related party transactions were as follows for the periods presented:
    Three Months Ended March 31,
    (in thousands)20262025
    Distributions and TRA payments to Co-Founder and Sponsor ¹$921 $71 
    Donations to Dutch Bros Foundation2,083 63 
    _______________
    1 See NOTE 12 — Income Taxes for further information.

    The Dutch Bros Foundation is a not-for-profit organization founded by our Company that provides grants to other not-for-profit organizations throughout the communities we serve. Our Vice Chair, Chief Financial Officer, Chief People Officer, Chief Legal Officer, and SVP of Brand Marketing serve on the board of directors, our Vice Chair serves as the President, and our Chief Legal Officer serves as the Secretary-Treasurer.
    NOTE 18 — Segment Reporting
    Segment information is prepared on the same basis that our CEO, who is the CODM, manages the segments, evaluates financial results and makes key operating decisions. Our CEO evaluates financial performance based on two operating segments, which offer distinct products and services to different customers: Company-operated shops and Franchising and other. The Company-operated shops segment includes retail coffee shop sales to end consumers. The Franchising and other segment includes bean and product sales to franchise partners, initial franchise fees, royalties, and marketing fees related to the franchise partners, as well as sales of products through our website.
    The CODM reviews segment performance and allocates resources based upon segment contribution, which is defined as segment gross profit before depreciation and amortization. Segment contribution is used to monitor and assess segment results compared to prior periods, forecasted results, and our annual operating plan.
    All segment revenue is earned in the United States. All intercompany sales amongst the Dutch Bros entities are fully eliminated in consolidation. Further, there are no intersegment revenues. The CODM does not evaluate operating segments using discrete asset information.
    Selling, general and administrative expenses primarily consist of unallocated corporate expenses. Unallocated corporate expenses include corporate administrative functions that support the segments but are not directly attributable to or managed by any segment and are not included in the reported financial results of the segments.
    No changes have been made to our segments during the three months ended March 31, 2026. In addition, no customer represented 10% or more of total revenue for the three months ended March 31, 2026 and 2025.
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    Financial information for our reportable segments was as follows for the periods presented:
     Three Months Ended March 31,
    (in thousands)20262025
    Revenues
    Company-operated shops$429,057 $326,421 
    Franchising and other35,355 28,731 
    Total revenues464,412 355,152 
    Cost of sales
    Company-operated shops
    Beverage, food & packaging112,322 81,379 
    Labor costs112,305 89,439 
    Occupancy & other costs76,785 53,927 
    Pre-opening costs6,341 5,611 
    Franchising and other12,358 8,775 
    Segment cost of sales1
    320,111 239,131 
    Segment contribution
    Company-operated shops121,304 96,065 
    Franchising and other22,997 19,956 
    Total segment contribution$144,301 $116,021 
    Segment depreciation and amortization(36,825)(26,028)
    Selling, general and administrative(73,176)(58,921)
    Interest expense, net(7,220)(7,115)
    Other expense, net(75)(18)
    Income before income taxes$27,005 $23,939 
    __________________
    1 Segment cost of sales for this presentation excludes the impact of depreciation and amortization.
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    ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Non-GAAP financial measures included herein are segment contribution. EBITDA, adjusted EBITDA, and adjusted selling, general and administrative.
    Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations
    Section
    Page
    Overview
    29
    Impact of Global Events
    29
    Results of Operations
    30
    Key Performance Indicators
    31
    Company-operated Shops Results
    33
    Franchising and Other Segment Performance
    35
    Selling, General, and Administrative
    35
    Other Expense
    35
    Income Tax Expense
    35
    Liquidity and Capital Resources
    36
    Non-GAAP Financial Measures
    37


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    Overview
    Dutch Bros is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. Today, we believe that Dutch Bros is one of the fastest-growing brands in the quick service beverage industry in the United States.
    Impact of Global Events
    General Macroeconomic Uncertainties
    As a retailer that is dependent upon consumer discretionary spending, our results of operations are sensitive to changes in macroeconomic conditions. Inflation or consumer recession concerns, coupled with a rise in the U.S. unemployment rate, may have a material adverse effect on our business, financial condition or results of operations. Our customers may have or in the future may have less money available for discretionary purchases and may reduce or stop purchasing our products.
    On a macro level, conditions, including changes in tariffs, tax laws, interest rates, inflation, commodity costs, geopolitical conflicts, and significant weather events, have created significant uncertainty in the global economy. While we are not able to fully predict the potential impacts of these conditions, we do not currently believe any potential impacts of these macroeconomic conditions would be material to our business.
    Minimum Wage Increases
    We expect pressures from minimum wage increases to continue to affect our operating results in the foreseeable future. Several states that we operate in have increased their minimum wage requirements in recent years or have enacted increases that will go into effect 2026. While these pressures have impacted our operating results, we have taken measures to gradually increase our menu prices, adjust our Dutch Rewards loyalty program, and make operating adjustments that increase productivity to help offset them. Menu price increases may lead to decreases in consumer demand. We will continue to evaluate further pricing actions to protect our operating results, however, if there is a time lag between increasing costs and our ability to increase menu prices or take other action in response, or if we choose not to pass on the cost increases by increasing menu prices, our operating results could be negatively affected.
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    Results of Operations
    As of March 31, 2026, we had 1,177 systemwide shops in 25 states, an increase of approximately 16.3% from the same period in the prior year. For the three months ended March 31, 2026, we generated $464.4 million of revenue, $23.7 million of net income, and $0.13 of income per diluted share. We have two reportable operating segments: Company-operated shops and Franchising and other.
    322323324
    326327

    2026 vs 2025
    Increase in total shops
    16.3 %
    Increase in total revenue
    30.8 %

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    Key Performance Indicators
    The key performance indicators that we use to effectively manage and evaluate our business are as follows:
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    20262025
    Shop count, beginning of period
    Company-operated811 670 
    Franchised325 312 
    Total shop count1,136 982 
    Company-operated new openings33 25 
    Franchised new openings8 5 
    Shop count, end of period
    Company-operated844 695 
    Franchised333 317 
    Total shop count1,177 1,012 
    Systemwide AUV 1
    $2,160 $2,026 
    Company-operated shops AUV 1
    $2,121 $1,950 
    Systemwide same shop sales 1, 2
    8.3 %4.7 %
    Ticket 3.2 %3.4 %
    Transactions 5.1 %1.3 %
    Company-operated same shop sales 1
    10.6 %6.9 %
    Ticket 3.7 %3.2 %
    Transactions 6.9 %3.7 %
    Systemwide sales 2
    $609,559 $489,672 
    Company-operated shops operating weeks 3
    10,493 8,737 
    Franchising shops operating weeks 3
    4,230 4,011 
    Dutch Rewards transactions as a percentage of total transactions 4
    74 %72 %
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    Three Months Ended March 31,
     20262025
    (dollars in thousands; unaudited)$%$%
    Company-operated shops revenues429,057 100.0 326,421 100.0 
    Company-operated shops gross profit85,782 20.0 71,498 21.9 
    Company-operated shops contribution121,304 28.3 96,065 29.4 
    Selling, general, and administrative expenses73,176 15.8 58,921 16.6 
    Adjusted selling, general, and administrative expenses65,512 14.1 53,497 15.1 
    Net income 23,664 5.1 22,480 6.3 
    Adjusted EBITDA79,373 17.1 62,906 17.7 
    _________________
    1    Starting in 2026, AUVs are determined based on the net sales for any trailing twelve-month period for systemwide and company-operated shops, and same shop sales represent the percentage change in year-over-year sales, for the comparable shop base, that have been open at least 15 complete months as of the first day of the quarterly reporting period. Prior to 2026, AUVs were determined based on shops that had been open a minimum of 15 months, and same shop base was defined as shops open for 15 complete months or longer as of the first day of the reporting period. Prior period numbers have not been adjusted to conform to the new definition as the changes did not have a material impact. AUVs are calculated by dividing the systemwide and company-operated shops net sales by the total number of systemwide and company-operated shops, respectively. Management uses these metrics as an indicator of shop growth, expectations of mature locations, and future expansion strategy. The number of shops included in the systemwide and company-operated comparable bases for the respective periods are presented in the following table.
    Three Months Ended March 31,
    (unaudited)20262025
    Systemwide shop base950794
    Company-operated shops base
    645510
    2    Systemwide sales and systemwide same shop sales are operating measures that include sales at company-operated shops and sales at franchised shops during the comparable periods presented. Franchise sales represent sales at all franchise shops and are revenues to our franchise partners. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales. As these metrics include sales reported to us by our non-consolidated franchise partners, these metrics should be considered as a supplement to, not a substitute for, our results as reported under GAAP. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
    3    Company-operated and franchise shops operating weeks are calculated based on the number of operating days for the shop base and dividing by 7. Our shop base is defined as shops opened as of the period end date. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
    4    Dutch Rewards is our app-based digital loyalty program. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.

    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 32

    Table of Contents
    Company-operated Shops Results
    Results for our company-operated shops segment were as follows:
     Three Months Ended March 31,
    20262025
    (dollars in thousands; unaudited)
    $%$%
    Company-operated shops revenues429,057 100.0 326,421 100.0 
    Beverage, food, and packaging costs112,322 26.2 81,379 25.0 
    Labor costs112,305 26.2 89,439 27.4 
    Occupancy and other costs76,785 17.8 53,927 16.5 
    Pre-opening costs6,341 1.5 5,611 1.7 
    Depreciation and amortization35,522 8.3 24,567 7.5 
    Company-operated shops costs and expenses343,275 80.0 254,923 78.1 
    Company-operated shops gross profit85,782 20.0 71,498 21.9 
    Company-operated shops contribution121,304 28.3 96,065 29.4 

    Company-operated Shops Segment Performance
    Company-operated Shops Revenue
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Company-operated shops revenue$429,057$326,421$102,63631.4%
    Three Months Ended March 31, 2026 v. 2025
    Company-operated shops revenue increased $70.3 million from newly opened shops not yet in the comparable shop base and $32.3 million from a 10.6% increase in same shop sales.
    Beverage, Food, and Packaging Costs
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Beverage, food and packaging costs$112,322$81,379$30,94338.0%
    As a percentage of company-operated shops revenues26.2%25.0%N/A120 bps
    Three Months Ended March 31, 2026 v. 2025
    As a percentage of company-operated shops revenues, beverage, food and packaging costs increased by 120 basis points. This was primarily due to an increase in coffee costs and the costs associated with the expansion of our new food program, which have higher costs as a percentage of revenue compared to beverages.
    Labor Costs
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Labor costs$112,305$89,439$22,86625.6%
    As a percentage of company-operated shops revenues26.2%27.4%N/A(120) bps
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 33

    Table of Contents
    Three Months Ended March 31, 2026 v. 2025
    As a percentage of company-operated shops revenues, labor costs decreased by 120 basis points primarily due to sales leverage and the impact of pricing.
    Occupancy and Other Costs
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Occupancy and other costs$76,785$53,927$22,85842.4%
    As a percentage of company-operated shops revenues17.8%16.5%N/A130 bps
    Three Months Ended March 31, 2026 v. 2025
    As a percentage of company-operated shops revenues, occupancy and other costs increased by 130 basis points. This increase was primarily due to higher rent on new shops as we shift more of our portfolio to build-to-suit leases and higher repair and maintenance costs.
    Pre-opening Costs
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Pre-opening costs$6,341$5,611$73013.0%
    As a percentage of company-operated shops revenues1.5%1.7%N/A(20) bps
    New company-operated shops opened3325832.0%
    Pre-opening costs per new company-operated shop$192$224$(32)(14.3)%
    Three Months Ended March 31, 2026 v. 2025
    The increase in pre-opening costs was primarily driven by increased travel for setup and training teams, and lease expense related to unopened shops in the current period as compared to the prior period.
    Depreciation and Amortization
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Depreciation and amortization$35,522$24,567$10,95544.6%
    As a percentage of company-operated shops revenues8.3%7.5%N/A80 bps
    Three Months Ended March 31, 2026 v. 2025
    The increase in depreciation and amortization was primarily driven by the increase in the number of company-operated shops in the current period compared to the prior period and an adjustment recorded in 2026 as a result of our evaluation of the useful lives of certain shop related assets previously placed into service.
    Company-operated Shops Gross Profit and Contribution
    The factors described above resulted in a gross profit margin decrease of 190 basis points for the three months ended March 31, 2026 compared to 2025.
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Company-operated shops gross profit$85,782$71,498$14,28420.0%
    As a percentage of company-operated shops revenues20.0%21.9%N/A(190) bps
    Company-operated shops contribution $121,304$96,065$25,23926.3%
    As a percentage of company-operated shops revenues28.3%29.4%N/A(110) bps
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 34

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    Franchising and Other Segment Performance
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Franchising and other revenue$35,355$28,731$6,62423.1%
    Franchising and other gross profit21,69418,4953,19917.3%
    As a percentage of franchising and other revenue61.4%64.4%N/A(300) bps
    Three Months Ended March 31, 2026 v. 2025
    The franchising and other gross profit increase of $3.2 million was driven by products sold to franchisees (net of costs and adjustments), royalties and marketing fees generated from higher franchise partner sales.

    Selling, General, and Administrative
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Selling, general, and administrative$73,176$58,921$14,25524.2%
    As a percentage of total revenues15.8%16.6%N/A(80) bps
    Three Months Ended March 31, 2026 v. 2025
    The selling, general, and administrative increase of approximately $14.3 million was primarily driven by increased expenses of $6.0 million consisting of investments in human capital to support our revenue growth along with higher performance-based compensation; $2.0 million of increased donations related to our philanthropic activities; an increase of $1.8 million related to advertising; and $1.4 million of increased professional fees and services to support business growth.
    Other Expense
     Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Interest expense on finance leases$(6,177)$(5,609)$(568)10.1%
    Other interest expense, net(1,043)(1,506)463(30.7)%
    Interest expense, net
    (7,220)(7,115)(105)1.5%
    Other expense, net(75)(18)(57)N/M
    Total other expense$(7,295)$(7,133)$(162)2.3%
    Three Months Ended March 31, 2026 v. 2025
    Other expense was relatively consistent year over year; the slight increase was due to the increase in finance leases and the associated interest expense compared to the same period in the prior year.
    Income Tax Expense
     Three Months Ended March 31,
    (dollars in thousands; unaudited)202620252026 v. 2025
    Income tax expense$3,341$1,459$1,882129.0%
    Effective tax rate12.4%6.1%N/AN/A
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 35

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    Three Months Ended March 31, 2026 v. 2025
    The effective tax rate increased to 12.4% from 6.1% in the prior-year period, primarily driven by a reduction in excess tax benefits related to stock-based compensation in 2026 compared to 2025. Stock-based compensation related to vestings had a lower grant price compared to the fair market value at vesting in 2025 compared to 2026.
    See NOTE 12 — Income Taxes for additional details.
    Liquidity and Capital Resources
    Cash Overview
    We had cash and cash equivalents of $263.5 million and $269.4 million as of March 31, 2026 and December 31, 2025, respectively.
    For the three months ended March 31, 2026, our principal sources of liquidity were cash flows from operations. Our principal uses of liquidity for the three months ended March 31, 2026 were to fund our new shop builds, purchase the assets of Clutch Coffee and other working capital needs.
    Cash Flows
    The following table summarizes our cash flows for the periods presented:
    Three Months Ended March 31,
    (dollars in thousands; unaudited)
    202620252026 v. 2025
    Net cash provided by operating activities$84,724 $36,884 $47,840 129.7 %
    Net cash used in investing activities(76,805)(45,528)(31,277)68.7 %
    Net cash provided by (used in) financing activities(13,806)31,731 (45,537)(143.5)%
    Net increase (decrease) in cash and cash equivalents$(5,887)$23,087 $(28,974)(125.5)%
    Cash and cash equivalents at beginning of period269,404 293,354 (23,950)(8.2)%
    Cash and cash equivalents at end of period$263,517 $316,441 $(52,924)(16.7)%
    Operating Activities
    The increase in operating activities cash flows was primarily driven by higher net income as a result of year-over-year sales growth and leverage of selling, general and administrative costs.
    Investing Activities
    The increase in investing activities cash outflows was primarily driven by higher investment in capital expenditures due to new company-operated shops openings in the current period compared to the same period in the prior year and acquisition of Clutch Coffee assets.
    Financing Activities
    The decrease in financing activities cash flows was primarily driven by non-recurring proceeds received on our delayed draw term loan facility in 2025.
    Cash Requirements
    We believe that cash provided by operating activities and proceeds from our 2025 Credit Facility are adequate to fund our debt service requirements, lease obligations, cash distributions required by the OpCo LLC Agreement and the TRAs, and working capital obligations for at least the next 12 months.
    Our future capital requirements may vary materially from period to period and will depend on many factors, primarily our expansion and growth by opening additional company-operated shops and/or reacquiring existing franchised shops. Further, the payments that we may be required to make under the
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 36

    Table of Contents
    TRAs may be significant. We currently expect to fund our current and long-term material capital requirements with operating cash flows and, as needed, additional proceeds from our 2025 Credit Facility, but we may also seek additional debt or equity financing. From time to time, we may explore additional financing sources which could include equity, equity‑linked, and debt financing arrangements.
    As of March 31, 2026, cash requirements for the following items have materially changed from our 2025 Form 10-K:
    •Lease liabilities — increased approximately $72.2 million from newly commenced leases, including $21.2 million related to the Clutch Coffee asset acquisition.
    Credit Facility
    JPMorgan Credit Facility
    As of March 31, 2026, $147 million of principal was outstanding on the term loan facility, and $50 million was outstanding on our revolving credit facility. The term loan and revolving loan both bear interest at approximately 4.92% as of March 31, 2026.
    Interest Rate Swap Contract
    As of March 31, 2026, the interest rate swap had a notional amount of approximately $58 million and hedges interest rate risk on the term loan under the 2025 Credit Facility, with a fixed rate of 2.67%. As of March 31, 2026, the one-month adjusted term SOFR was 3.67%.
    See NOTE 10 — Debt and NOTE 11 — Derivative Financial Instrument for additional details related to our 2025 Credit Facility and interest rate swap contract.
    Seasonality
    Our business is subject to seasonal fluctuations that impact our revenue and company-operated shops gross profit margins. We typically experience higher system sales in the summer months, which impacts revenue and company-operated shops gross profit margins in the second and third quarters of our fiscal year.
    Critical Accounting Estimates
    There have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
    Non-GAAP Financial Measures
    In addition to disclosing financial results in accordance with GAAP, this document contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.
    Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated based on the combined total non-GAAP adjustments using our total effective tax rate. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 37

    Table of Contents
    Segment contribution
    Definition and/or calculation
    Segment gross profit, before depreciation and amortization.
    Usefulness to management and investors
    This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation and amortization charges. This is a standard metric used across our industry by investors.
    EBITDA, Adjusted EBITDA
    EBITDA — definition and/or calculation
    Net income before interest expense (net of interest income), income tax expense, and depreciation and amortization expense.
    Adjusted EBITDA — definition and/or calculation
    Defined as EBITDA, excluding equity-based compensation and organization realignment and restructurings costs.
    Usefulness to management and investors
    These non-GAAP measures are supplemental operating performance measures we believe facilitate comparisons to historical performance and competitors’ operating results. We believe these non-GAAP measures presented provide investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.
    Adjusted selling, general, and administrative
    Definition and/or calculation
    Selling, general, and administrative expenses, excluding depreciation and amortization, equity-based compensation expense and organization realignment and restructurings costs.
    Usefulness to management and investors
    This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe the non-GAAP measure presented provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.
    Non-GAAP adjustments
    Below are the definitions of the non-GAAP adjustments that are used in the calculation of our non-GAAP measures, as described above.
    Equity-based compensation
    Non-cash expenses related to the grant and vesting of stock awards, including RSUs and PSUs, in Dutch Bros Inc. to certain eligible employees.
    Organization realignment and restructurings
    Fees and costs incurred in connection with our comprehensive initiatives to develop and implement a long-term strategy involving changes to our organizational structure to support our growth. See NOTE 4 — Organization Realignment and Restructurings for detailed information.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 38

    Table of Contents
    The following are reconciliations of the most comparable GAAP metric to non-GAAP metrics (presented in dollars and as a percentage of revenue):
    Three Months Ended March 31,
     20262025
    (dollars in thousands; unaudited)
    $%$%
    Company-operated shops gross profit 85,782 20.0 71,498 21.9 
    Depreciation and amortization35,522 8.3 24,567 7.5 
    Company-operated shops contribution 121,304 28.3 96,065 29.4 
    Three Months Ended March 31,
     20262025
    (dollars in thousands; unaudited)
    $%$%
    Franchising and other gross profit 21,694 61.4 18,495 64.4 
    Depreciation and amortization1,303 3.6 1,461 5.1 
    Franchising and other contribution 22,997 65.0 19,956 69.5 
    Three Months Ended March 31,
     20262025
    (dollars in thousands; unaudited)
    $%$%
    Net income 23,664 5.1 22,480 6.3 
    Depreciation and amortization38,255 8.2 26,430 7.4 
    Interest expense, net 7,220 1.6 7,115 2.1 
    Income tax expense3,341 0.7 1,459 0.4 
    EBITDA 72,480 15.6 57,484 16.2 
    Equity-based compensation5,278 1.2 4,194 1.2 
    Organization realignment and restructurings1,615 0.3 1,228 0.3 
    Adjusted EBITDA 79,373 17.1 62,906 17.7 
    Three Months Ended March 31,
    20262025
    (dollars in thousands; unaudited)
    $%$%
    Selling, general, and administrative 73,176 15.8 58,921 16.6 
    Depreciation and amortization(1,430)(0.3)(402)(0.1)
    Equity-based compensation(4,619)(1.1)(3,794)(1.0)
    Organization realignment and restructurings(1,615)(0.3)(1,228)(0.4)
    Adjusted selling, general, and administrative65,512 14.1 53,497 15.1 
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 39

    Table of Contents
    ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Commodity Risks
    Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including beverage commodities, energy, and other commodities. We have been able to partially offset cost increases resulting from several factors, including market conditions, shortages or interruptions in supply due to weather or other conditions beyond our control, governmental regulations, and inflation by increasing our menu prices over the past year, and making operational adjustments that increase productivity. However, tariffs, sustained inflation of, or substantial increases in costs and expenses, including dairy, coffee, fuel, sugar, cocoa, and packaging commodities pricing, could impact our operating results to the extent that such costs and expenses remain elevated or increase and cannot be offset by menu price increases. Additionally, if there is a time lag between increasing commodity prices and our ability to increase menu prices or take other action in response, or if we choose not to pass on the cost increases by increasing menu prices, our operating results could be negatively affected.
    Labor Costs
    We have experienced minimum wage increases, which directly affect our labor costs, and other upward pressure on wage rates in several states. Several states in which we operate have recently enacted increases to their minimum wage requirements, some of which will become effective in 2026. In the future, we may or may not be able to offset these cost increases with operational efficiencies, menu price increases, or other adjustments. As of March 31, 2026, we employed approximately 24,000 hourly workers in our company-operated shops.
    Interest Rate Risk
    We have historically been exposed to interest rate risk through fluctuations in interest rates on our debt obligations. Our 2025 Credit Facility carries interest at a floating rate. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities, including through the use of interest rate swaps to mitigate the potential impacts of changes in benchmark interest rates on interest expense and cash flows. As of March 31, 2026, we had $50.0 million in revolving loans outstanding, and $147.2 million was outstanding on our term loan facility. A hypothetical increase of interest rates up to 1% on our outstanding term loan as of March 31, 2026 would result in an increase in our annual interest expense of approximately $2.0 million, excluding any potential impacts of interest rate swaps.
    Impact of Inflation
    The primary inflation factors affecting our operations are commodity and supply costs, energy costs, labor costs, and construction costs of company-operated shops. Increases in the minimum wage requirements directly affect our labor costs. Our leases require us to pay taxes, maintenance, repairs, insurance, and utilities, all of which are generally subject to inflationary increases. Finally, the total cost to build our shops is impacted by inflation. Specifically, increases in sitework and permitting, construction materials, labor, and equipment may increase our overall development costs and capital expenditures, and potentially result in higher rent expenses for new shops. We continue to encounter current commodity inflation, known or pending legislation that will increase minimum wages in certain states, and labor market forces that at times may cause us to increase wages in order to adequately staff our shops. We expect these to affect our operating results in the foreseeable future. While these cost increases have impacted our operating results, we have taken measures to gradually increase our menu prices, adjust our Dutch Rewards loyalty program, and make operating adjustments that increase productivity to help offset these pressures. Price increases and other inflationary pressures may lead to decreases in consumer demand.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 40

    Table of Contents
    ITEM 4. CONTROLS AND PROCEDURES
    Evaluation of Disclosure Controls and Procedures
    As of March 31, 2026, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of that date.
    Changes in Internal Control over Financial Reporting
    There have been no changes during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 41

    Table of Contents
    PART II. OTHER INFORMATION
    ITEM 1. LEGAL PROCEEDINGS
    We may, from time to time, be a party to litigation and subject to claims incident to the ordinary course of business. As our company matures, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially and adversely affect our business, financial condition, results of operations, and growth prospects.
    Please refer to NOTE 16 — Commitments and Contingencies under the heading “Legal Proceedings” for further information.
    ITEM 1A. RISK FACTORS
    There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our 2025 Form 10-K. The risk factors described in our 2025 Form 10-K, could materially and adversely affect our business, financial condition and results of operations, and should be carefully considered. The risks and uncertainties that we face, however, are not limited to those described in the 2025 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our Class A common stock.
    ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    Issuer Purchases of Equity Securities
    The following table summarizes purchases of Class A common stock during the three months ended March 31, 2026:
    Period
    Total Number of Shares Purchased 1
    Weighted-Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
    January 1 - 31, 2026— — — — 
    February 1 - 28, 202621,244 $48.80 — — 
    March 1 - 31, 202696,029 $53.61 — — 
    _________________
    1    In connection with the vesting of RSUs granted pursuant to the Dutch Bros Inc. 2021 Equity Incentive Plan, as amended, shares of Class A common stock are delivered to Dutch Bros by employees to satisfy tax withholding obligations.
    ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    None.
    ITEM 4. MINE SAFETY DISCLOSURES
    Not applicable.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 42

    Table of Contents
    ITEM 5. OTHER INFORMATION
    Rule 10b5-1 Trading Arrangements
    On February 19, 2026, Travis Boersma, our Executive Chairman, adopted a Rule 10b5-1 trading arrangement (the Trading Plan), providing for the sale of up to 12,000,000 shares of our Class A common stock. The Trading Plan’s expiration date is May 21, 2027. The Trading Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 43

    Table of Contents
    ITEM 6. EXHIBITS
    (a) Exhibits.
    The following exhibits are included herein or incorporated herein by reference:
    Incorporated by Reference
    Exhibit NumberDescriptionFormFile No.ExhibitFiling DateFiled Herewith
    3.1
    Amended and Restated Certificate of Incorporation of Registrant
    8-K001-407983.1September 17, 2021
    3.2
    Amended and Restated Bylaws of Registrant
    S-1333-2589883.4August 20, 2021
    4.1
    Form of Common Stock Certificate
    S-1/A333-2589884.1September 13, 2021
    31.1
    Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    X
    31.2
    Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    X
    32.1*
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    X
    101.INSXBRL Instance DocumentX
    101.SCHXBRL Taxonomy Extension Schema DocumentX
    101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
    101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
    101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
    101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
    104Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)X
    _______________________
    *    The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 44

    Table of Contents
    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
    DUTCH BROS INC.
    (Registrant)
    May 6, 2026
    By:
    /s/ Christine Barone
    Date
     
    Christine Barone
     
    Chief Executive Officer and President
    (Principal Executive Officer)
    May 6, 2026
    By:
    /s/ Joshua Guenser
    Date
    Joshua Guenser
    Chief Financial Officer
    (Principal Financial Officer)
    May 6, 2026
    By:
    /s/ Nicholas Daddario
    Date
    Nicholas Daddario
    Chief Accounting Officer
    (Principal Accounting Officer)
    TOC1a.jpgDutch Bros Inc.| Form 10-Q | 45
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    $BROS
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    Oppenheimer initiated coverage on Dutch Bros with a new price target

    Oppenheimer initiated coverage of Dutch Bros with a rating of Outperform and set a new price target of $72.00

    5/1/26 7:33:00 AM ET
    $BROS
    Restaurants
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    Telsey Advisory Group initiated coverage on Dutch Bros with a new price target

    Telsey Advisory Group initiated coverage of Dutch Bros with a rating of Outperform and set a new price target of $66.00

    4/8/26 8:35:55 AM ET
    $BROS
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    BNP Paribas Exane initiated coverage on Dutch Bros with a new price target

    BNP Paribas Exane initiated coverage of Dutch Bros with a rating of Outperform and set a new price target of $73.00

    3/30/26 8:24:51 AM ET
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    $BROS
    Insider Trading

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    Large owner Dm Trust Aggregator, Llc sold $28,488,108 worth of shares (488,945 units at $58.26) as part of a pre-agreed trading plan, decreasing direct ownership by 8% to 5,492,520 units (SEC Form 4)

    4 - Dutch Bros Inc. (0001866581) (Issuer)

    6/2/26 4:30:46 PM ET
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    Executive Chairman of Board Boersma Travis sold $43,698,274 worth of shares (749,999 units at $58.26) as part of a pre-agreed trading plan (SEC Form 4)

    4 - Dutch Bros Inc. (0001866581) (Issuer)

    6/2/26 4:31:14 PM ET
    $BROS
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    Large owner Dm Individual Aggregator, Llc sold $15,210,166 worth of shares (261,054 units at $58.26) as part of a pre-agreed trading plan, decreasing direct ownership by 8% to 2,932,909 units (SEC Form 4)

    4 - Dutch Bros Inc. (0001866581) (Issuer)

    6/2/26 4:31:01 PM ET
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    SEC Filings

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    Dutch Bros Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    8-K - Dutch Bros Inc. (0001866581) (Filer)

    5/15/26 3:02:49 PM ET
    $BROS
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    SEC Form SCHEDULE 13G filed by Dutch Bros Inc.

    SCHEDULE 13G - Dutch Bros Inc. (0001866581) (Subject)

    5/15/26 10:07:47 AM ET
    $BROS
    Restaurants
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    Amendment: SEC Form SCHEDULE 13G/A filed by Dutch Bros Inc.

    SCHEDULE 13G/A - Dutch Bros Inc. (0001866581) (Subject)

    5/7/26 10:42:01 AM ET
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    Dutch Bros Inc. to Participate in Upcoming Investor Conference

    Dutch Bros Inc. ("Dutch Bros" or the "Company") (NYSE:BROS), one of the fastest-growing brands in the U.S. quick service beverage industry, today announced that the Company will participate in William Blair's 46th Annual Growth Stock Conference in Chicago. The Company will host a fireside chat on Tuesday, June 2, 2026, beginning at 2:00 PM CT and will be meeting with institutional investors throughout the day. The webcasts for the fireside discussion will be available on the Investor Relations website at https://investors.dutchbros.com/ under "Events & Presentations". About Dutch Bros Inc. Dutch Bros Inc. (NYSE:BROS) is a high growth operator and franchisor of drive-thru shops that fo

    5/26/26 9:00:00 AM ET
    $BROS
    Restaurants
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    Dutch Bros Inc. to Acquire Phoenix East Valley Franchise, Expanding Company-Operated Presence in Arizona

    Dutch Bros Inc. (NYSE:BROS, "Dutch Bros" or the "Company")), one of the fastest-growing brands in the U.S. quick-service beverage industry, today announced it has entered into an agreement to acquire the Phoenix East Valley franchise. After nearly 20 years with Dutch Bros, franchise owner Jim Thompson has decided to retire. As part of this transition, the Company expects to complete the acquisition of 29 shops in the third quarter of 2026, further expanding its company-operated shop footprint in a key growth market. The Company's 2026 guidance announced May 6, 2026 does not reflect this pending acquisition, which is subject to customary closing conditions. "We're incredibly grateful f

    5/12/26 4:05:00 PM ET
    $BROS
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    Dutch Bros Inc. Reports First Quarter 2026 Financial Results

    Achieves 31% Revenue Growth Year-Over-Year Delivers 8.3% System Same Shop Sales Growth, Including 5.1% System Same Shop Transaction Growth Raises 2026 Guidance on Total Revenues, System Same Shop Sales Growth, Adjusted EBITDA and Total System Shop Openings Dutch Bros Inc. (NYSE:BROS, "Dutch Bros" or the "Company")), one of the fastest-growing brands in the U.S. quick service beverage industry, today reported financial results for the first quarter ended March 31, 2026. First Quarter 2026 Highlights Opened 41 new shops, 33 of which were company-operated. Total revenues grew 30.8% to $464.4 million as compared to $355.2 million in the same period of 2025. Systemwide same shop

    5/6/26 4:05:00 PM ET
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    $BROS
    Large Ownership Changes

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    Amendment: SEC Form SC 13G/A filed by Dutch Bros Inc.

    SC 13G/A - Dutch Bros Inc. (0001866581) (Subject)

    11/14/24 4:21:31 PM ET
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    Amendment: SEC Form SC 13G/A filed by Dutch Bros Inc.

    SC 13G/A - Dutch Bros Inc. (0001866581) (Subject)

    11/14/24 1:28:34 PM ET
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    Amendment: SEC Form SC 13G/A filed by Dutch Bros Inc.

    SC 13G/A - Dutch Bros Inc. (0001866581) (Subject)

    11/13/24 1:56:36 PM ET
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    Dutch Bros Inc. Reports First Quarter 2026 Financial Results

    Achieves 31% Revenue Growth Year-Over-Year Delivers 8.3% System Same Shop Sales Growth, Including 5.1% System Same Shop Transaction Growth Raises 2026 Guidance on Total Revenues, System Same Shop Sales Growth, Adjusted EBITDA and Total System Shop Openings Dutch Bros Inc. (NYSE:BROS, "Dutch Bros" or the "Company")), one of the fastest-growing brands in the U.S. quick service beverage industry, today reported financial results for the first quarter ended March 31, 2026. First Quarter 2026 Highlights Opened 41 new shops, 33 of which were company-operated. Total revenues grew 30.8% to $464.4 million as compared to $355.2 million in the same period of 2025. Systemwide same shop

    5/6/26 4:05:00 PM ET
    $BROS
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    Dutch Bros Inc. to Host First Quarter 2026 Conference Call and Webcast on May 6

    Dutch Bros Inc. ("Dutch Bros") (NYSE:BROS), one of the fastest-growing brands in the U.S. quick service beverage industry, today announced that Christine Barone, Chief Executive Officer and President, and Joshua Guenser, Chief Financial Officer, will host a conference call and webcast to review financial results for the first quarter ended March 31, 2026 on Wednesday, May 6, 2026 at 5:00 p.m. Eastern Time (ET). Dutch Bros will report financial results for the first quarter 2026 after the market close that same day. Event: First Quarter 2026 Conference Call and Webcast Date: Wednesday, May 6, 2026 Time: 5:00 p.m. ET Dial In: 1-201-493-6779 Webcast: https://investors.dutchbros.com The w

    4/15/26 9:00:00 AM ET
    $BROS
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    Dutch Bros Inc. Reports Fourth Quarter and Fiscal Year 2025 Financial Results

    Achieves 29% Revenue Growth Year-Over-Year in the Fourth Quarter Delivers 7.7% System Same Shop Sales Growth, Including 5.4% System Same Shop Transaction Growth in the Fourth Quarter Delivers 19th Consecutive Year of Positive Same Shop Sales Growth Dutch Bros Inc. (NYSE:BROS, "Dutch Bros" or the "Company")), one of the fastest-growing brands in the U.S. quick service beverage industry, today reported financial results for the fourth quarter and year ended December 31, 2025. Fourth Quarter 2025 Highlights Opened 55 new shops, 52 of which were company-operated, across 17 states. Total revenues grew 29.4% to $443.6 million as compared to $342.8 million in the same period of 2024.

    2/12/26 4:05:00 PM ET
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    $BROS
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    TTM Technologies, Dutch Bros, Advanced Energy Industries, and American Healthcare REIT Set to Join S&P MidCap 400; Others to Join S&P SmallCap 600

    NEW YORK, Jan. 27, 2026 /PRNewswire/ -- S&P Dow Jones Indices will make the following changes to the S&P MidCap 400, S&P SmallCap 600: S&P SmallCap 600 constituent TTM Technologies Inc. (NASD: TTMI) will replace Civitas Resources Inc. (NYSE:CIVI) in the S&P MidCap 400, and Amneal Pharmaceuticals Inc. (NASD: AMRX) will replace TTM Technologies in the S&P SmallCap 600 effective prior to the opening of trading on Friday, January 30. S&P SmallCap 600 constituent SM Energy Co. (NYSE:SM) is acquiring Civitas Resources in a deal expected to be completed soon, pending final closing conditions. SM Energy will remain in the S&P SmallCap 600 post-merger.Dutch Bros Inc. (NYSE:BROS) will replace Potlatc

    1/27/26 6:02:00 PM ET
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    Dutch Bros Inc. Appoints Jennifer Somers as Chief Shops Officer

    Dutch Bros Inc. (NYSE:BROS, "Dutch Bros" or the "Company")), one of the fastest-growing brands in the U.S. quick-service beverage industry, today announced the appointment of Jennifer Somers as Chief Shops Officer. Reporting to Christine Barone, Chief Executive Officer and President of Dutch Bros, Somers will lead Dutch Bros' field organization and shop operations, overseeing operational excellence, growth, and consistent brand execution across company-owned and franchise shop locations. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260105673040/en/Jennifer Somers, Chief Shops Officer of Dutch Bros "Jennifer is a people-first l

    1/5/26 4:05:00 PM ET
    $BROS
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    Dutch Bros Inc. Outlined Long-Term Growth Strategy at Inaugural Investor Day

    Expanded Total Addressable Market to 7,000+ System Shops Nationwide Set Goal of 2,029 System Shops in 2029 Reiterated Prior Long-Term Growth Algorithm; Issued New Long-Term Company-Operated Shop Contribution Margin Goal Announced Appointment of Brian Cahoe as Chief Development Officer Dutch Bros Inc. (NYSE:BROS, "Dutch Bros" or the "Company")), one of the fastest-growing brands in the U.S. quick service beverage industry, today hosted an Investor Day at its support center in Tempe, AZ. The event was also webcast live. During the presentation, the Dutch Bros management team provided updates on the business and its long-term growth goals. "We are pleased to deliver quarter-to-date Q1 sam

    3/27/25 4:05:00 PM ET
    $BROS
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